S4 Cap. Regulatory News (SFOR)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN S4CAPITAL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF S4CAPITAL PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).

16 July 2020

S4 Capital PLC

("S4Capital" or the "Company") 

Results of Fundraising

S4Capital plc is pleased to announce the successful completion of the non-pre-emptive placing (the "Placing") of ordinary shares of the Company (the "Ordinary Shares") announced yesterday.

A total of 29,696,708 new ordinary shares in S4Capital (the "Placing Shares") have been placed by HSBC Bank plc ("HSBC"), Dowgate Capital Limited ("Dowgate") and Jefferies International Limited ("Jefferies"), (together the "Joint Bookrunners"), at a price of 315 pence per Placing Share, with existing and new institutional investors. Concurrently with the Placing, all of the directors of the Company have subscribed for an aggregate of 7,069,934 new ordinary shares in the capital of the Company (the "Subscription Shares" and together with the Placing Shares, the "Fundraising Shares"), at the Placing Price, pursuant to subscription letters entered into with the Company (the "Subscription", together with the Placing, the "Fundraising"). In light of the strong demand received both from existing investors and potential new holders, the Board decided to increase the size of the Fundraising from approximately £100 million to £116 million.

Together, the Placing and Subscription of 36,766,642 new ordinary shares raised gross proceeds of approximately £116 million. The Placing Price of 315 pence per Placing Share is equal to the middle market closing share price on 15 July 2020. The Placing Shares and Subscription Shares represent approximately 7.5% of the issued ordinary share capital of S4Capital prior to the Placing and Subscription.

The Company consulted with a significant number of its shareholders prior to the Fundraising and is pleased by the strong support it has received from new investors and existing shareholders.

The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

Applications have been made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares and Subscription Shares to the standard listing segment of the Official List maintained by the FCA and to the London Stock Exchange plc (the "LSE") for admission to trading of the Placing Shares and Subscription Shares on the LSE's main market for listed securities (together, "Admission"). It is expected that Admission will take place at or around 8.00 a.m. on 21 July 2020 (or such later date as may be agreed between S4Capital and the Joint Bookrunners) and that dealings in the Placing Shares and Subscription Shares will commence at the same time.

HSBC and Dowgate acted as joint global co-ordinators and HSBC, Dowgate and Jefferies acted as joint bookrunners in connection with the Placing.

The Placing Shares and the Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of S4Capital. This includes the right to receive all dividends and other distributions declared or paid in respect of such ordinary shares after the date of issue of the Placing Shares and Subscription Shares.

Following Admission, the total number of ordinary shares in issue in S4Capital will be 526,988,543. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, S4Capital under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement have the meanings given to them in the placing announcement released yesterday, unless the context provides otherwise.

 Director participation

All of the directors of the Company have agreed to subscribe for 7,069,934 Subscription Shares in aggregate, at the Placing Price, as follows:

For further information please contact:

About S4Capital plc

S4Capital plc (SFOR.L) is the tech-led, new age, new era digital advertising and marketing services company, established by Sir Martin Sorrell in May 2018.

Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional and local clients and millennial-driven influencer brands. This will be achieved initially by integrating leading businesses in three practice areas: first-party data, digital content, digital media planning and buying, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.

Digital is by far the fastest-growing segment of the advertising market. S4Capital estimates that in 2019 digital accounted for approximately 47.5% or $275 billion of total global advertising spend of $550-600 billion (excluding about $400 billion of trade support, the primary target of the Amazon advertising platform), and projects that by 2022 this share will grow to approximately 55-60%.

S4Capital combined with MediaMonks, the leading AdAge A-listed creative digital content production company led by Victor Knaap and Wesley ter Haar, in July 2018, and with MightyHive, the market-leading programmatic solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin, in December 2018.

In April 2019, MightyHive merged with ProgMedia to expand operations into Latin America and MediaMonks acquired film studio Caramel Pictures to expand content studio capabilities. In June 2019, MediaMonks announced a planned merger with Australia-based BizTech, a leading marketing transformation and customer experience company. In August 2019, MediaMonks merged with Amsterdam-based digital influencer marketing agency IMA. In October 2019, MediaMonks merged with Firewood Marketing, the largest digital marketing agency based in Silicon Valley, that was recently ranked, along with MediaMonks, as one of the fastest growing agencies by Adweek, and MightyHive merged with award-winning UK-based digital analytics, biddable media and data science company ConversionWorks and South Korea-based data and analytics consultancy MightyHive Korea. In November 2019, MediaMonks announced its merger with Delhi-based content creation and production company WhiteBalance and then with fully integrated digital agency Circus Marketing in January 2020. In July 2020, MightyHive merged with Digodat, one of the leading Latin American data and analytics consultancies. In June 2020, MightyHive announced its merger with Lens10, a leading Australian digital strategy and analytics consultancy.

Victor, Wesley, Pete, Christopher and Peter Rademaker (formerly Chief Financial Officer of MediaMonks, now Chief Financial Officer of S4Capital), all joined the S4Capital Board as Directors. The S4Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Scott Spirit, Naoko Okumoto, Margaret Ma Connolly and Miles Young.

The Company has 2,600 people in 30 countries across the Americas, Europe, the Middle East and Africa and Asia-Pacific and a market capitalisation of approximately £1.5 billion (c.$1.9 billion), and would rank well into the FTSE 250. It has achieved Unicorn status in a little over one year, unique in the advertising and marketing services industry.

Sir Martin was CEO of WPP for 33 years, building it from a £1 million "shell" company in 1985 into the world's largest advertising and marketing services company with a market capitalisation of over £16 billion on the day he left. Today its market capitalisation is £7.4 billion. Prior to that he was Group Financial Director of Saatchi & Saatchi Company plc for nine years.

IMPORTANT NOTICE

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

Fundraising Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There is no intention to register any portion of the Fundraising in the United States or to conduct any public offering of securities in the United States or elsewhere.

All offers of Fundraising Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "Prospectus Regulation") as amended from time to time from the requirement to produce a prospectus. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

Members of the public are not eligible to take part in the Fundraising. This Announcement and the terms and conditions set out in the Appendix are for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area and the United Kingdom who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

The distribution of this Announcement (including the Appendix) and the offering of the Fundraising Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, and/or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

The Fundraising Shares have not been and will not be registered under any securities laws or regulations of Germany and no offer to the public of the Fundraising Shares is being made into Germany pursuant to this Announcement. This offer of Fundraising Shares exclusively addresses German Professional Investors within the meaning of Art. 2 lit. e Prospectus Regulation / Annex II of MiFID II. This offer of Fundraising Shares will at no time be made to retail investors / consumers located in Germany. Neither the Company nor the circulation of any document in relation thereto has been approved by BaFin.

The Fundraising Shares have not been and will not be registered under any securities laws or regulations of the Netherlands and no general offer of the Fundraising Shares is being made into the Netherlands pursuant to this Announcement.

The Fundraising Shares may not be publicly offered in Switzerland and will not be admitted to trading or listed on SIX Swiss Exchange AG (together with SIX Exchange Regulation AG, and each individually, "SIX") or any other stock exchange or regulated trading venue in Switzerland. This Announcement (including the Appendix) has been prepared without regard to the disclosure standards for issuance prospectuses pursuant to article 652a or article 1156 of the Swiss Code of Obligations of March 30, 1911, as amended, or the disclosure standards for listing prospectuses pursuant to article 27 et seq. of the Listing Rules of SIX of October 25, 2018 or pursuant to the listing rules of any other stock exchange or regulated trading venue in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Fundraising Shares may be publicly distributed in or into or otherwise made publicly available in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Fundraising Shares or the Company has been or will be filed with or approved by any Swiss regulatory authority. In particular, this Announcement has not been and will not be filed with and has not been and will not be approved or supervised by, the Swiss Financial Market Supervisory Authority (FINMA) or SIX. The investor protection afforded to acquirers of securities in Swiss public offerings does not extend to acquirers of the Fundraising Shares.

This Announcement has not been registered with, or approved by, the Gibraltar Financial Services Commission. The distribution of this Announcement in Gibraltar is made under one or more exemptions from the requirement to issue a prospectus under the Prospectuses Act 2005. The Prospectuses Act 2005 transposes the provisions of the EU Prospectus Directive 2003/71/EC, and applies the EU Prospectus Regulation 2017/1129, into Gibraltar law.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Joint Bookrunners or by any of their respective affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Fundraising. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which securities (including the Ordinary shares) have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

In connection with the Placing, each of the Joint Bookrunners, any of their respective affiliates and/or any person acting on its or their behalf, may take up a portion of the Placing Shares in the Placing in a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Bookrunners or any of their respective affiliates or any person acting on its or their behalf acting in such capacity. In addition, either of the Joint Bookrunners, their respective affiliates and/or any person acting on its or their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which either of the Joint Bookrunners or any of their respective affiliates or any person acting on its or their behalf may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Furthermore, in the event that the Joint Bookrunners acquire Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Neither of the Joint Bookrunners, any of their respective affiliates nor any person acting on its or their behalf intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Joint Bookrunners, their respective affiliates and/or any person acting on its or their behalf may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business to the Company and/or its affiliates for which it would have received customary fees and commissions. The Joint Bookrunners, their respective affiliates and/or any person acting on its or their behalf may provide such services to the Company and/or its affiliates in the future.

The Fundraising Shares to be issued or sold pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Notice to all investors

Dowgate is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). HSBC is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA. Dowgate and HSBC are each acting exclusively for the Company in connection with the Placing. Neither Dowgate nor HSBC will regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, matter or arrangement described in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Dowgate and HSBC by FSMA or the regulatory regime established thereunder, none of Dowgate, HSBC nor any of their respective affiliates, directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this Announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the Fundraising Shares, the Fundraising, and nothing in this Announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of Dowgate, HSBC and each of their respective affiliates, directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Announcement or any such statement.

Jefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the offering. Jefferies will not regard any other person as its client in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Dowgate or HSBC or Jefferies. Subject to the Listing Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information in it is correct as at any subsequent date.

Financial information

All financial information in this announcement is unaudited.

Cautionary statement regarding forward-looking statements

This Announcement contains forward-looking statements. These statements relate to the future prospects, developments and business strategies of the Company. Forward-looking statements are identified by the use of such terms as "believe", "could", "envisage", "estimate", "potential", "intend", "may", "plan", "will" or variations or similar expressions, or the negative thereof. The forward-looking statements contained in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialise, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, certain of which are beyond the Company's control, potential investors should not place any reliance on forward-looking statements. These forward-looking statements speak only as at the date of this Announcement. Except as required by law, the Company, the Joint Bookrunners and their respective affiliates undertake no obligation to publicly release any update or revisions to the forward-looking statements contained in this Announcement to reflect any change in events, conditions or circumstances on which any such statements are based after the time they are made.

Information to Distributors

Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of manufacturers under the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with the target market for the Placing of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all eligible distribution channels for dissemination of the Placing Shares, each as set out in this Announcement, as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.